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  4. [8-K] FRANKLIN STREET PROPERTIES CORP /MA/ Reports Material Event

Shareholders back board, auditor and pay at Franklin Street (NYSE: FSP)

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Franklin Street Properties Corp. held its 2026 Annual Meeting of Stockholders on May 14, 2026. Shareholders elected five directors—George J. Carter, Georgia Murray, Jennifer Bitterman, John N. Burke and Dennis J. McGillicuddy—to one-year terms expiring at the 2027 annual meeting.

Shareholders also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 66,582,699 votes for, 15,247,083 against and 3,191,941 abstentions. In a non-binding vote, shareholders approved the Company’s executive compensation, with 38,438,867 votes for, 20,811,106 against, 6,941,875 abstentions and 18,829,875 broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Auditor ratification votes for 66,582,699 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Auditor ratification votes against 15,247,083 votes Ratification of Ernst & Young LLP at 2026 Annual Meeting
Say-on-pay votes for 38,438,867 votes Non-binding approval of executive compensation at 2026 Annual Meeting
Say-on-pay votes against 20,811,106 votes Executive compensation advisory vote at 2026 Annual Meeting
Say-on-pay abstentions 6,941,875 votes Executive compensation advisory vote at 2026 Annual Meeting
Broker non-votes on say-on-pay 18,829,875 votes Executive compensation advisory vote at 2026 Annual Meeting
Votes for Jennifer Bitterman 53,262,700 votes Election as director at 2026 Annual Meeting
Votes for George J. Carter 46,536,170 votes Election as director at 2026 Annual Meeting
broker non-votes financial
"the final number of votes cast for, against or abstaining from voting for each director and broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding vote financial
"to approve, by non-binding vote, the Company’s executive compensation"
executive compensation financial
"The proposal to approve, by non-binding vote, the Company’s executive compensation was approved."
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) on May 14, 2026."
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  

Date of Report (Date of earliest event reported): May 14, 2026

  

Franklin Street Properties Corp.

(Exact name of registrant as specified in its charter)

 

Maryland 001-32470 04-3578653
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)

 

401 Edgewater Place, Suite 200, Wakefield,
Massachusetts		 01880
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (781)557-1300

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol (s)   Name of each exchange on which registered
Common Stock, $.0001 par value per share   FSP   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

Franklin Street Properties Corp., a Maryland corporation (the “Company”), held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) on May 14, 2026. The 2026 Annual Meeting was called for the following purposes: (1) to elect five directors, each to serve for a one-year term expiring at the 2027 Annual Meeting of Stockholders and until his or her respective successor is duly elected and qualified, (2) to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and (3) to approve, by non-binding vote, the Company’s executive compensation.

 

(1) The following table sets forth the names of the directors elected at the 2026 Annual Meeting for a new one-year term expiring at the 2027 Annual Meeting of Stockholders and the final number of votes cast for, against or abstaining from voting for each director and broker non-votes.

 

Name  For  Against  Abstain  Broker Non-Votes
George J. Carter  46,536,170  19,626,001  29,677  18,829,875
Georgia Murray  45,085,297  20,517,242  589,309  18,829,875
Jennifer Bitterman  53,262,700  12,342,193  586,955  18,829,875
John N. Burke  45,368,532  20,233,956  589,360  18,829,875
Dennis J. McGillicuddy  44,853,685  21,318,386  19,777  18,829,875

 

(2) The proposal to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved. The final number of votes cast for, against or abstaining from voting on that proposal are listed below.

 

For  Against  Abstain
66,582,699  15,247,083  3,191,941

 

(3) The proposal to approve, by non-binding vote, the Company’s executive compensation was approved. The final number of votes cast for, against or abstaining from voting on that proposal and broker non-votes are listed below.

 

For  Against  Abstain  Broker Non-Votes
38,438,867  20,811,106  6,941,875  18,829,875

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  FRANKLIN STREET PROPERTIES CORP.
   
     
  By: /s/ Scott H. Carter
    Scott H. Carter
    Executive Vice President, General Counsel and Secretary

 

Date: May 14, 2026

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Franklin Street Properties (FSP) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing five directors for one-year terms, ratifying Ernst & Young LLP as independent auditor for 2026, and approving, by non-binding vote, the Company’s executive compensation program. All three proposals received shareholder approval.

Were Franklin Street Properties (FSP) director nominees elected at the 2026 annual meeting?

Yes. All five nominees—George J. Carter, Georgia Murray, Jennifer Bitterman, John N. Burke and Dennis J. McGillicuddy—were elected to serve one-year terms expiring at the 2027 annual meeting, with each receiving more votes cast for than against their election.

Did Franklin Street Properties (FSP) shareholders ratify Ernst & Young as auditor for 2026?

Yes. Shareholders ratified Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 66,582,699 votes for, 15,247,083 votes against and 3,191,941 votes abstaining on the ratification proposal.

How did Franklin Street Properties (FSP) shareholders vote on executive compensation in 2026?

Shareholders approved the Company’s executive compensation in a non-binding “say-on-pay” vote. There were 38,438,867 votes for, 20,811,106 votes against, 6,941,875 abstentions and 18,829,875 broker non-votes recorded on the executive compensation proposal.

What is the nature of the executive compensation vote at Franklin Street Properties (FSP)?

The executive compensation vote is advisory and non-binding. Shareholders express approval or disapproval of the compensation program, but the result does not directly change pay terms. In 2026, the advisory proposal to approve executive compensation received majority support.

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